ADSs Will Trade Under the Ticker Symbol
“TAK”
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN ANY JURISDICTION WHERE TO DO SO
WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION
Takeda Pharmaceutical Company Limited (TSE: 4502)
(“Takeda”) today announced that the listing and
trading of its American Depositary Shares (“ADSs”) on the
New York Stock Exchange (“NYSE”) is expected to commence on
December 24, 2018. Takeda’s ADSs currently trade over-the-counter.
The ADSs will now trade under the ticker symbol “TAK” and The Bank
of New York Mellon will continue to act as the depositary bank for
the ADS program.
Takeda will maintain its headquarters in Japan and its primary
listing on the Tokyo Stock Exchange (the “TSE”), as well as
its current listings on local Japanese stock exchanges.
“Our dual listing on the NYSE and TSE reflects our position as a
leading global biopharmaceutical company and will provide wider
capital markets access with expanded trading hours for our
investors worldwide,” said Costa Saroukos, Chief Financial Officer
of Takeda. “We look forward to closing our acquisition of Shire in
the coming weeks and driving long-term value for our shareholders
as a combined company.”
With its listings in Japan and the United States, Takeda will be
able to access two of the world’s largest capital markets and is
the only pharmaceutical company listed on both the TSE and the
NYSE. The new NYSE listing will also facilitate ownership of Takeda
shares following its acquisition of Shire plc (“Shire”) (the
“Acquisition”) which, subject to the Shire scheme of
arrangement being sanctioned by the Jersey court, is expected to
complete on January 8, 2019. Under the terms of the Acquisition,
Shire shareholders will be entitled to receive $30.33 in cash and
either 0.839 new Takeda shares or 1.678 Takeda ADSs for each Shire
share held.
In connection with the listing on the NYSE, Takeda filed a
registration statement on Form 20-F on December 6, 2018, and
Amendment No. 1 thereto on December 17, 2018. Takeda’s Form 20-F is
available online at www.sec.gov and will be available online at
https://www.takeda.com/investors/reports shortly before the
listing. Takeda shareholders have the ability to receive a hard
copy of this documentation, free of charge, by contacting Takeda
Investor Relations by telephone at +81-3-3278-2306 or by e-mail at
takeda.ir.contact@takeda.com.
About Takeda Pharmaceutical Company
Takeda Pharmaceutical Company Limited (TSE: 4502) is a global,
research and development-driven pharmaceutical company committed to
bringing better health and a brighter future to patients by
translating science into life-changing medicines. Takeda focuses
its R&D efforts on oncology, gastroenterology and neuroscience
therapeutic areas plus vaccines. Takeda conducts R&D both
internally and with partners to stay at the leading edge of
innovation. Innovative products, especially in oncology and
gastroenterology, as well as Takeda's presence in emerging markets,
are currently fueling the growth of Takeda. Approximately 30,000
Takeda employees are committed to improving quality of life for
patients, working with Takeda's partners in health care in more
than 70 countries. For more information, visit
https://www.takeda.com/newsroom/.
Important Notice
This announcement is not intended to, and does not, constitute,
represent or form part of any offer, invitation or solicitation of
an offer to purchase, otherwise acquire, subscribe for, sell or
otherwise dispose of, any securities whether pursuant to this
announcement or otherwise.
The distribution of this announcement in jurisdictions outside
the United Kingdom or Japan may be restricted by law or regulation
and therefore any person who comes into possession of this
announcement should inform themselves about, and comply with, such
restrictions. Any failure to comply with such restrictions may
constitute a violation of the securities laws or regulations of any
such relevant jurisdiction.
Publication on Website
In accordance with Rule 26.1 of the Code, a copy of this
announcement will be made available (subject to certain
restrictions relating to persons resident in restricted
jurisdictions) on Takeda's website at
www.takeda.com/investors/offer-for-shire by no later than 12 noon
(London time) on October 29, 2018. The content of the website
referred to in this announcement is not incorporated into and does
not form part of this announcement.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in
1% or more of any class of relevant securities of an offeree
company or of any securities exchange offeror (being any offeror
other than an offeror in respect of which it has been announced
that its offer is, or is likely to be, solely in cash) must make an
Opening Position Disclosure following the commencement of the offer
period and, if later, following the announcement in which any
securities exchange offeror is first identified. An Opening
Position Disclosure must contain details of the person's interests
and short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) applies must be made by no later than
3.30 pm (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 pm (London time) on the 10th business day following the
announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1% or more of any class of relevant securities of the
offeree company or of any securities exchange offeror must make a
Dealing Disclosure if the person deals in any relevant securities
of the offeree company or of any securities exchange offeror. A
Dealing Disclosure must contain details of the dealing concerned
and of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree
company and (ii) any securities exchange offeror(s), save to the
extent that these details have previously been disclosed under Rule
8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies
must be made by no later than 3.30 pm (London time) on the business
day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Panel's website at www.thetakeoverpanel.org.uk, including
details of the number of relevant securities in issue, when the
offer period commenced and when any offeror was first identified.
You should contact the Panel's Market Surveillance Unit on +44
(0)20 7638 0129 if you are in any doubt as to whether you are
required to make an Opening Position Disclosure or a Dealing
Disclosure.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20181218005892/en/
Takeda (Investor Relations)Takashi
Okubotakeda.ir.contact@takeda.com+81 3 3278 2306Takeda (Media –
inside Japan)Kazumi KobayashiKazumi.Kobayashi@takeda.com+81 3
3278 2095Takeda (Media – outside Japan)Tsuyoshi
TadaTsuyoshi.Tada@takeda.com+1 617 551 2933Elissa
JohnsenElissa.Johnsen@takeda.com+1 312 285 3203
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